1
Exhibit 21
LASERTECHNICS, INC.
0000 XXXXXXXXX XXXXX
XXXXXXXXXX, XXXXX 00000
December 23, 1997
Amphion Ventures L.P. ("Ventures II")
Antiope Partners L.L.C. ("Partners")
c/o Jackson Hole Management Company
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X. Xxxxxx Investment Corporation ("JPMIC")
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
AMENDMENT TO NOTE PURCHASE AGREEMENT
------------------------------------
Dear Sirs:
This letter sets forth certain amendments to (i) the Note Purchase
Agreement dated as of June 25, 1997 (the "Original Note Purchase Agreement"),
among Lasertechnics, Inc., a Delaware corporation (the "Company"), Antiope
Partners L.L.C. (formerly, Xxxxxxxxxx Partners, L.P.) ("Partners") and X.X.
Xxxxxx Investment Corporation ("JPMIC"), which Note Purchase Agreement was
assigned by Antiope Partners L.L.C. to Amphion Ventures L.P. (formerly
Xxxxxxxxxx Associates II L.P.) ("Ventures II") by Assignment Agreement dated as
of August 19, 1997 and (ii) the several Senior Promissory Notes issued and sold
by the Company pursuant to the Original Note Purchase Agreement. Capitalized
terms used herein and not otherwise defined are used as defined in the Original
Note Purchase Agreement, as modified and amended herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be bound hereby,
hereby agree to amend the Original Note Purchase Agreement, the Senior
Promissory Notes and the Pledge Agreement, as follows:
1. EXTENSION OF FINAL MATURITY DATE. The Final Maturity Date under the
Note Purchase Agreement and each of the Senior Promissory Notes is hereby
extended to December 31, 1998, for all purposes of the Note Purchase Agreement,
the Senior Promissory Notes and the Pledge Agreement, except as expressly
provided in paragraph 2 of this Amendment to Note Purchase Agreement.
2
Lasertechnics, Inc.
Amendment to Note Purchase Agreement
Page 2 of 3
2. ADDITIONAL CONSIDERATION. Notwithstanding the extension of the Final
Maturity Date as provided herein, on December 31, 1997, the Company shall pay
and deliver to each registered holder of the Senior Promissory Notes the
additional consideration provided for in paragraph 7 of the Original Note
Purchase Agreement, with respect to any and all Senior Promissory Notes
outstanding on such date.
3. RIGHT TO EXCHANGE NOTES. The exchange right set forth in paragraph 9
of the Original Note Purchase Agreement is hereby terminated, and the Original
Note Purchase Agreement is hereby amended to delete such paragraph 9 in its
entirety.
4. MISCELLANEOUS. (a) Except to the extent modified and amended herein,
the terms and provisions of the Original Note Purchase Agreement, Senior
Promissory Notes and Pledge Agreement shall remain in full force and effect as
originally executed. All references in the Senior Promissory Notes, the Pledge
Agreement or any other instrument or agreement to the Note Purchase Agreement
shall be deemed for all purposes to refer to the Note Purchase Agreement as
amended hereby.
(b) This Amendment and the amendments and modifications provided for
herein shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
(c) This Amendment may be executed in any number of counterparts and on
separate counterparts, each of which shall be an original instrument, but all
of which together shall constitute a single agreement. One or more signature
pages from any counterpart of this Amendment may be attached to any other
counterpart of this Amendment without in any way changing the effect thereof.
This Amendment shall be effective as to each of the undersigned, severally,
when executed and delivered by the Company and such signatory.
(d) The Company, Partners and Ventures II acknowledge that this letter
agreement is being executed by them, and is effective as between them
(notwithstanding anything in the original Note Purchase Agreement to the
contrary), prior to its execution by JPMIC. If this letter agreement is not
executed by JPMIC within thirty days after the date hereof, the Company,
Partners and Ventures II will negotiate with each other in good faith with
respect to an appropriate modification to this letter agreement. If any
modifications to the terms of this letter agreement are made in connection with
the execution hereof by JPMIC, and such terms are more favorable to JPMIC, the
Company agrees to amend this letter so that it is on substantially the same
terms as the letter with JPMIC.
3
If the foregoing correctly sets forth your understanding of our agreement,
please so indicate by signing and returning to the Company the enclosed
counterpart of this Amendment.
Very truly yours,
LASERTECHNICS, INC.
By: /s/ Xxxxxxx X.X. Xxxxxx
-----------------------------
Name: Xxxxxxx X.X. Xxxxxx
Title:
Each of the undersigned agrees with and
accepts the foregoing terms and provisions
as of the date first above written.
AMPHION VENTURES L.P.
By: Amphion Partners L.L.C., its general partner
By: /s/ Xxxxxxx X.X. Xxxxxx
----------------------------------------
Managing Member
ANTIOPE PARTNERS L.L.C.
By: /s/ Xxxxxxx X.X. Xxxxxx
----------------------------------------
Managing Member
X.X. XXXXXX INVESTMENT CORPORATION
By:
--------------------------------------------
Name:
Title:
